EXHIBIT 10.178
SECOND AMENDMENT
THIS SECOND AMENDMENT (this "Amendment") dated as of December 30, 2001,
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to the Loan Agreement referenced below, is by and among Spotlight Health, Inc.,
a Delaware corporation (the "Borrower"), Pharmaceutical Product Development,
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Inc., a North Carolina corporation (the "Company"), and First Union National
Bank (the "Bank"). Terms used herein but not otherwise defined herein shall have
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the meanings provided to such terms in the Loan Agreement.
W I T N E S S E T H
WHEREAS, a $2 million credit facility has been established in favor of
the Borrower pursuant to the terms of that Loan Agreement dated as of January
24, 2001 (as amended and modified from time to time, the "Loan Agreement") among
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the Borrower, the Company and the Bank;
WHEREAS, the Borrower has requested certain modifications to Loan
Agreement; and
WHEREAS, the Bank has agreed to the modifications on the terms and
conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Loan Agreement is amended in the following respects:
(a) In Section 1.1 of the Loan Agreement, the definition of
"Termination Date" is amended to read as follows:
"Termination Date" means June 30, 2002, or such later
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date as to which the Bank may agree in its sole
discretion.
2. This Amendment shall be effective upon satisfaction of the
following conditions precedent:
(a) execution of this Amendment by the Borrower, the
Company and the Bank; and
(b) receipt by the Bank of certified resolutions of the
Company approving this Amendment and the terms hereof.
3. Except as expressly modified hereby, all of the terms and
provisions of the Loan Documents (including schedules and exhibits thereto)
shall remain in full force and effect.
4. The Borrower agree to pay all reasonable costs and expenses of
the Bank in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Xxxxx & Xxx Xxxxx, PLLC.
5. This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
6. This Amendment shall be deemed to be a contract made under, and
for all purposes shall be construed in accordance with, the laws of the State of
North Carolina.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: SPOTLIGHT HEALTH, INC.,
a Delaware corporation
By: /s/Xxxxx X. Spring
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Name: Xxxxx X. Spring
Title: Chief Financial Officer/Treasurer
COMPANY: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
a North Carolina corporation
By: /s/Xxxx X. Xxxxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President
BANK: FIRST UNION NATIONAL BANK
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
